My Little Pony: Equestria Girls Meet Spider-Man
by Rider Paladin
Summary: A retelling of the Equestria Girls movies, where Twilight Sparkle chases Sunset Shimmer into the Marvel Universe to retrieve her Element of Magic, and both find themselves entangled in the web of the former Amazing Spider-Man, now an ordinary college-bound boy named Peter Parker, who is nonetheless the key to regaining the Element of Magic. But what will this mean for both worlds?


**Rider Paladin: Hi, ladies, gentlemen, and those who identify as both or neither, this is Rider Paladin, returning with a new fanfic that with hard work and dedication, I should be able to maintain. And of course, the help of my wonderful friends O.N 4 and Seanzilla, who may introduce themselves from here.**

 **O.N: I'm here to work these fools and I am backup on the Spidey ideas. Please look at the Fimfic content, since there, we can add images and insert songs 'cause damn, Fimfic is superior to Fanfic at times. Also, the Fimfic version may include clop and why? 'Cause freedom!**

 **SZ: And I'm here to help with the MLP stuff. Plus...well, I've been meaning to work on some stuff lately. I've been updating FiT with z0 like made, but for my other stories….still need to get back to those. But for now...focus on this.**

 **O.N: Also, by the time this should be finished it'll be New Year's, which means New Year's Resolutions.**

 **RP: As you may have gathered by now, this is a Spider-Man/My Little Pony: Friendship Is Magic crossover, based on the human world spinoff Equestria Girls. In fact, it's kind of a retelling of Equestria Girls, but in the Marvel Universe and focusing on Spider-Man and his encounters with the magical sapient ponies-turned-magical humans (or humanoids), as it were. It won't be a straight retelling but with Spider-Man and Marvel, though; there will be twists to the story that incorporate more Marvel elements.**

 **O.N: But we're gonna be clear...yes, we are inspired by Maximus-Reborn's Spiders and Magic, go read it 'cause it's amazing.**

 **RP: It's as amazing as Spider-Man! Which is pretty damn amazing!**

 **SZ: Indeed. It's been one wild ride with Spiders and Magic, and we have a Shattered Dimensions situation coming up soon.**

 **RP: Sounds like it's gonna be fun. Now, time to get started . . . and welcome to the show. Welcome to Thunderdome. Welcome . . . to the beginning.**

* * *

My Little Pony: Equestria Girls Meet Spider-Man

Chapter 1: "Sparkle, Shimmer, Spider"

In the land of Equestria slept a beautiful and powerful, though novice, alicorn princess named Twilight Sparkle. Peacefully she slept . . . until a noise, the sound of something falling over, snapped her awake, just in time to notice somepony creeping away . . . with her crown!

"Stop right there!" Twilight Sparkle shouted, springing after the thief, but the thief was cloaked and the thief was fast. The chase took them both through the castle where the two reigning princesses of Equestria, Celestia of the sun and Luna of the moon, lived and from where they ruled Equestria with firm yet gentle hooves. The chase was soon joined by Twilight Sparkle's assistant dragon Spike, her five closest friends - Applejack, Rainbow Dash, Pinkie Pie, Rarity, and Fluttershy - and even by Celestia and Luna themselves. However, that just made the thief more determined than ever, and she lunged at a mirror, Twilight lunging after her . . . only to impact with the mirror, and only the mirror. The thief had disappeared . . . with her crown.

"How did that happen?" she asked, panicked and distraught.

"That mirror is actually a portal to another world, a world beyond ours, with many marvels . . . and many horrors," Celestia replied in her usual gently sage tones. "And that pony . . . was a former student of mine, before her heart turned dark and cold with ambition and pride."

"What was her name, Princess Celestia?" Twilight asked.

"Sunset Shimmer," Celestia answered somberly. "If she is bringing Equestrian magic into that world . . . it would spell disaster. For that world as well as ours."

"There's another world out there?" Applejack asked.

"Plenty of other worlds out there!" Discord interrupted, chiming in. "I could show you a few I like to visit in my spare time."

"Discord . . ." Fluttershy said, her voice somewhat scolding despite its gentleness.

"I was only trying to lighten the mood," Discord pouted.

"Thankfully, this mirrored gateway is still open, but it will not stay that way for long, and then, not until the next full moon," Luna warned. "Therefore, we cannot risk more than one of you going in to retrieve Twilight's crown."

"Luna is correct," Celestia said. "With things in their current condition, we cannot risk the balance of the worlds by having all of you cross over at once."

"I can," Discord chimed again. "Balance isn't really my thing, you see . . . Oh, wait, you were talking about me. I see. Someone's gotta keep Discord from making trouble. I know how it is."

Celestia had an expression that said "facehoof" without actually making the gesture. "Princess Celestia, I'll go," Twilight stated. "It's my Element of Magic, so it's my responsibility that it's not used to endanger that world."

"Be very careful," Celestia advised her. "There are myriad dangers in that world already . . . but there are also amazing marvels that may be of help to you."

"You keep saying marvels," Applejack observed. "What kind of marvels are we talking about?"

"You may just find out," Discord replied. "I'd be happy to show you, but as long as Princess Celestia insists on playing coy . . ." That got him another "facehoof" look from Celestia.

"I will reiterate my sister's words, and wish thou the greatest of luck," Luna added. "Thou willst need it."

"Thank you, Princess Luna," Twilight Sparkle said. "I won't let you down, Princess Celestia." She turned to her friends, who were all looking at her with no small amount of concern and trepidation, even Pinkie Pie. Then she actually spoke.

"Bring back a souvenir!"

"Pinkie . . ." Rarity scolded.

"What? Twilight's going to someplace new, so she should at least bring us something back," Pinkie argued a bit.

"I'll see what I can do . . ." Twilight offered.

"Just come back safe, please?" Fluttershy pleaded.

"I will," Twilight answered.

"You better!" Rainbow Dash added passionately.

Twilight smiled, hugging and nuzzling her friends before turning and leaping through the mirror, and then . . .

* * *

. . . she landed on her front, on something that looked and felt a lot like crushed red velvet. She looked up and saw a strange circular window with a strange framing pattern. She looked down and saw - a very strange bipedal creature with a small nose, separate from its mouth, framed by a pair of thin yet fleshy flaps. The creature was garbed in dark blue robes befitting a mystic, and a dark red high-collared cape held over its body by a golden medallion. Looking at its head, Twilight could see short black hair with streaks of silver at the temples and bangs, blue eyes, and more short hair around its chin and almost framing its mouth.

"...umm...problem..." she gulped.

* * *

"...Hi, God...it's Peter...just calling, you know...looking for a reason to get out of bed...any messages you want to deliver?" A young man sighed. "...Hobie called...said he had some...ideas. Told him if they had anything to do with that thing that I'm not doing anymore, he could save them for himself," he joked. "...Aunt May's trying to get me to go out...I can't...I'm causing her problems and don't get me started on my little one." He paused before going on. "I've turned off the news at the moment of superheroing, had a weird dream about you-know-who trying to grab me….God, I quit the damn thing and I'm still talking to myself…"

At that the door burst open and the young man looked to see a younger girl, almost identical to him except female, and dressed in a set of Spider-Man-themed pajamas.

"Oh, hey...I was...just going to bed…" he said, going back to bed and using his blankets to hide himself.

"Sure you were," the girl, Teresa, answered. "I know you're still sad about Gwen, but that's no reason to curl up in bed and die."

"Not trying to die, little sis," Peter said. "Just don't really care right now. About anything."

"You do know classes are about to start, right?" Teresa asked.

"I'm switching to online...not like I have any friends."

"What happened to Mary Jane? Or Hobie?"

"Simple, she's focusing on parties like she always does and he's just being Hobie, I was just his tutor, now are you gonna keep bugging me?...Also, burn those pjs, that menace is why we lost Gwen."

"I'll burn my pjs when you get out of bed."

"If I see those pjs or anything in this house that looks like a spider, I'll burn it myself," he snarled, his tone leaving no room for argument.

"Teresa, leave your brother alone this instant, young lady," came the voice of an older woman.

"But Aunt May . . ."

"But nothing, Teresa. The grieving process is different for all of us," Aunt May replied. "The most we can do for him is give him space and time."

"Thanks, Aunt May…" he started before feeling a familiar headache. ' _What the…?'_

* * *

"Oh...my, how do you walk on two hooves…?"

"You do," Doctor Stephen Strange, the red-cloaked, blue-robed man Twilight Sparkle had encountered, replied. "You should praise your Celestia I sensed your coming….however, I am a bearer of bad news."

"What?"

"There seems to have been a gap in between your arrival and your target's."

"You mean I arrived later than she did?"

"Yes, and your Element is not with her, either, thankfully. However, there is someone who may be able to help you find it. That is, if he is willing."

"Why willing?"

"Sadly he has vanished from public eyes and I cannot pry. I have entered his dreams before on the Astral Plane...I am willing to give you a road to enter so that you can meet him...but that is all."

"I understand."

"However, you are welcome to live with me, Wong will take care of you...I have duties in other realms with my Defenders."

"Defenders?"

"My team . . . of sorts. We come together in the most dire of crises, and only then . . . since we can't stand each other otherwise."

"Oh . . . that's a shame. Do you need some help figuring out how to get along?" Twilight asked.

"Are you some kind of Princess of Friendship?" Doctor Strange asked sardonically.

"Yes!" Twilight replied, completely without irony.

"I was just joking . . . I didn't know that was something you could actually be in your world . . . though I suppose this world could use some of that magic," he said. "Hopefully I am alive upon my return, Miss Sparkle...oh…" He then waved his hand, creating a wallet and handing it to her. "In there, you will find a certain sum of money sufficient for your daily tasks and the proofs of identification and birth necessary to go unmolested by the authorities here."

Twilight looked inside, taking particular interest in the picture on the ID card. "Is that . . . me?"

"Yes, since that's how you appear now," Strange replied.

Indeed, Twilight Sparkle now resembled a petite human girl with well-tanned skin, though she retained her fuchsia-streaked violet hair and violet eyes. For clothing, she wore a lavender blazer over a white dress shirt and a pleated pink miniskirt with white socks up to her knees and brown Mary Jane shoes. The miniskirt, of course, showed off her long, strong, and curvy legs quite nicely and the jacket's fit suggested a narrow waist and broad hips.

"Tara Sparks? Is that supposed to be my name?"

"'Twilight Sparkle' sounds like an exotic dancer," Strange replied bluntly.

"What's wrong with dancing?" she asked.

"You have much to lea…" he started as his eye glowed. "By the Hoary Hosts of Hoggoth, forgive me, Tara Sparks, but to ensure your success, Dr. Strange must answer the call of the Defenders!" he declared, before abruptly vanishing.

"Well . . . better get going, then," Twilight said to herself. "Thanks, Wong, I'll see myself out!"

"It won't be a problem, Miss Sparkle. Or Miss Sparks. Whichever you prefer."

"We can stick with Sparkle for now. Bye, Wong!"

* * *

Twilight Sparkle walked down the street, heading closer to the address she had been given by Doctor Strange. "Is this supposed to be . . . ?" she wondered. She double-checked the address in her mind. "Yup, that's the place. The place where I'm supposed to find my Element. Empire State University." She felt a twinge, a sense of recognition running through her, and she realized it was her Element, trying to alert her to its presence. As she began to walk in the direction she sensed it coming from, she spotted a brown-haired young man standing tensely with a younger brown-haired girl and an older woman with silvery hair that contrasted with her vibrant, youthful aura.

' _It won't stop...ringing...it's getting worse...why?' the young man_ ranted internally. _'Aunt May convinced me to go outside, said she wanted me to outright confirm with all of my teachers that I will be taking online classes. But my spider-sense...something's wrong, something's different, I want to turn around and go to somewhere, but where? Why?'_

"Peter?" Aunt May asked.

"Sorry, Aunt May," Peter groaned. "It's just . . . I wasn't expecting to have to come out here today."

Aunt May took his hand and squeezed it gently. "It's hard, I know, Peter. But at least for now, try to hang tough."

"So," the woman positioned at the registrar said, "you were going to take the classes online, but some of our files got misplaced and now you're coming here to clarify in person. I apologize for the inconvenience."

"Ain't technology grand...but hey, it's not perfect or we'd all be dealing with Ultron, where do I sign to make this clear with the professors? I don't need to deal with calls asking why I'm not in class," Peter replied bluntly, while thinking, ' _I need to get out of here...I see her everywhere.'_ He looked around, seeing really no one but a girl with blonde hair wearing a green jacket walk by. ' _What stage of grief was this again?'_

"Here're the forms," the woman replied, breaking Peter out of his trance. "And as long as I'm at it, hey, you with the purple-and-pink hair! I don't think I've seen you before! You here to register for classes, too?"

"What?" gasped out the aforementioned purple-and-pink-haired girl.

She was completely taken by surprise at the woman's question. _'I lost focus, I can feel my Element like it's right in front of me...I was trying a spell...till my focus was broken, but I'm pretty sure it…'_ "Umm, uhh . . ."

"So what are you doing here, if not to register for classes here?"

"...I...was looking for….him," she replied, taking Peter's arm.

"Huh, what the…"

"Excuse us!"

"What's going on?" Peter asked before he was dragged away.

"...Do you know that girl?" May asked her niece.

"She sounded like Mary Jane...but she was a total nerd," Teresa replied. "I'll go look for Peter."

"Don't take too long, I'll take these forms and head home, see you then."

-line break-

"What do you want?"

"Your help . . . Doctor Strange said I could find help here . . ."

"Doctor Strange? But I'm just a regular guy. I'm not anyone who can help you with whatever it is you're looking for."

"...This might sound strange, but can I examine your body?" she asked, feeling her Element so very close . . . as close as he was to her right now.

"Buy me dinner first."

"Ok."

"Hey, big bro! What are you doing with that girl?" Teresa asked, running over to them.

"I . . ." Peter tried to reply. ' _This is exactly why you didn't want to leave the house, but noo~ what's worse, my spider-sense is acting wild around this girl…'_ he thought, before sighing. Listen, I don't know what you're looking for, but I need you out of my personal space," he said to the girl, gently pushing her away. "I am not special, I'm not a mutant, not an Inhuman, or some other kind of superhuman, I'm normal, with a normal aunt, a normal sister with a brother complex, so leave me...alone...or next time I'm calling the police."

"Did you just accuse me of a brother complex, you weeaboo?"

"Hey, I love rap just as much."

"But I really need your help!" Twilight pleaded.

"You heard my brother," Teresa said. "Even if he is a weeaboo. Come closer and I'll show you what a little sister with a 'complex' can do." She smirked threateningly as Twilight froze.

"...but…" she tried to press further before they left, leaving her despondent. "What do I do now?"

* * *

"..." Peter sat down at McDonald's as he listened to Star Platinum's theme. "...Breaking out…" he muttered with the lyrics as he ate his sandwich. "Trap the enemy in a hail of fists...cold fury isn't a sin…" he continued singing, ignoring everything around him. ' _Damn this song is awesome, would have been epic if this was played in the actual show,'_ he thought to himself, taking a sip of his soda. "Ugh...I grabbed Diet again...man...spider-sense can't stop me from picking the wrong soda…" he complained, sipping more, anyway. "Break your world!"

"..." Teresa just looked at him with disappointment.

"I can feel that look of disappointment, and I'll have you know…" he muttered, swallowing a bite of food. "At least I'm not singing them in Japanese this time."

"This is more fitting with your attitude," she said, messing with the music player and changing the song.

"..." He then listened to the slow and beautiful song known as "Iggy Walk." "I don't care...about your problems…"

"Exactly as I said, fitting."

"Touche. Touche, indeed," he muttered, hiding a slight chuckle.

"Come to think of it, she looked really desperate . . ." Teresa mused aloud.

"Like the song says, I don't care," Peter replied bluntly. "I'm done caring. Caring leads to nothing but trouble." Then he started singing. "The world is boring but it's peaceful now...so once I get home and lay in bed I'll say good night." ' _Now...just don't sing those last few lyrics that reflect Iggy's development as a lovable character and you won't sound utterly hypocritical, speaking of . . .'_

"I love that song, too," came a familiar voice. "Been a while, Pete. Hey, Teresa."

"Hi, Hobie, I thought you were done needing tutoring," Teresa replied.

"Not about that, Teresa," Hobie Brown replied. "Can't a guy try to see how his friend is doing?"

"Hi, Hobie," Peter grunted...before "accidentally" spilling his drink on his sister.

"Oh...what the hell?"

"Oops, sorry," he said as she just walked off to the bathroom to clean up...as soon as the coast was clear, he whirled on Hobie. "Ok, Brown, what do you want?"

"Jeez, not even 3 seconds and back to the whole pushing away, Parker?" he asked as he climbed over the seat and sat down next to Peter. "Okay...so here's the thing," he started slowly while holding up his hands for dramatics. "You know how sometimes when stuff is at a point you got to intervene in your friend's life even when they don't want you to?"

"Get to the point," Peter growled, not in the mood for guessing games. "And you got 5 minutes before my sister comes back and wants to shove straws up where the sun don't shine."

"Hey, man, that's on you. Ain't no one said spill your Mountain Dew on her," Hobie stated defensively. "I'm the poor best friend who came in at the wrong time. Anyway . . ." He waved the tangent off.

"Joke's on you, it was Diet Pepsi," Peter said before seeing something in Hobie's hand. "...Why do you have that?"

"...I never said what kind of intervention," Hobie stated while looking around very quickly. "Look, man...I get it...believe me, I do. But that is so not the point anymore."

"Nobody misses 'him,' Hobie...nobody…"

"Listen, man, crime has not stopped or slowed down or gotten less crazy since 'he' vanished," Hobie retorted, roughly poking Peter's shoulder. "You once told me a lot of stuff about power and responsibility, didn't you...didn't you?" His repetition stopped Peter from spitting out an argument. "Yeah, that's what I thought." He sighed and leaned back. "Look, man, this is not the kind of stuff I'd expect to be saying, you were the one who had the big heart for this, the guy who cared."

"...you said the p and r words…" Peter frowned.

"Because you were the one who drilled that dang speech into my head back when," Hobie answered, annoyance in his voice now. "Now...here we are, the tables are turned and I'm the one using it. And trust me, even to me, that just ain't right."

"You have my web-shooters."

"See, that's my boy."

* * *

"Ok, w . . . where's Hobie?" Teresa asked as Peter smiled.

"Had to get a haircut," he replied, "so I lent him some cash. Now let's get out of here." He then stopped, feeling his spider-sense go off.

"Hey there," a deep, sultrily melodious female voice said, and Peter turned to find a girl with red hair generously streaked with gold, green eyes, and golden-tan skin, dressed in a black leather jacket over a fuchsia T-shirt and orange miniskirt with knee-high black leather boots.

"...Rebecca…" Peter blinked. He remembered her quite well, a rival for ESU's highest GPA of the year...well, he ultimately invited her to a party, talked to her, and she and Gwen got along, but he barely knew anything beyond that.

"Out on a date?" Rebecca teased in a friendly voice. "Glad you're getting back out there. I was getting worried about you."

"Sure, this is my sister," he deadpanned. "Say hi, honey."

"Hi, Becky!" Teresa greeted brightly. "I've been keeping Peter company. Nice and cozy . . ."

Rebecca giggled. "Is that so? You're a sweet little sister to be doing that."

"The sweetest," Teresa answered with a grin.

"What are you doing here, you never leave the library...in fact I was confident you lived there," he said, looking around as his spider-sense told him danger approaching.

"I wanted to get out for a bit, see what this city had to offer," Rebecca replied. "Fancy running into you here."

"Well, it'll be the last time, I'm taking online classes from now on," he said, looking around. "Guess you win all our would-be GPA contests."

"That's a shame," Rebecca said. "Seeing you in class was the highlight of my day."

' _Like she couldn't make it more clear?'_ Peter and Teresa deadpanned internally.

"Well, I'm flattered, but recent events just have me…." he started before seeing a car flying toward the window. He then grabbed the two girls and jumped out of the way as the incoming car crashed through the window and nearly killed them all. "The hell?"

"Parker, there you are." a voice said as peter looked up and a giant grey hand grabbed him and lifted him up.

"Rhino? What do you want with me?" Peter asked.

"Spider-Man," Rhino replied. "You get three chances to answer." He grabbed one of Peter's flailing arms. "And you got four limbs."

"I said I don't…"

SNAP!

"Ahhh, son of a bitch!" Peter cried as his arm was broken.

"You bastard!" Teresa yelled, jumping off the table and into an attempt at a flying kick to Rhino's head.

"Teresa, don't!" Peter cried out before the Rhino caught her.

"..." He then put her down and pushed her away. "This doesn't concern you."

"You broke my brother's arm!" Teresa snapped.

"Parker, you take pictures of Spider-Man, no one else can do that, so where is he?"

' _O'Hirn's never been like this, he's a musclehead but he doesn't torture...something's wrong...oh, no, no, don't start caring, Parker...don't…'_ "I wish I knew, then I'd gladly tell you, he got a girl I liked killed i…" he started before Rhino applied pressure to the other arm.

"You're making this tougher on yourself, kid." The massive man frowned, before his other hand snapped Peter's leg.

"..AHH!" Peter winced.

* * *

"What's the ruckus…" Twilight blinked as she saw all the running people and the panicked screams. She managed to catch some words amidst the screaming. "Rhino?" She then sensed her Element again. "There you are…" she started before a hand covered her mouth and stopped her.

"Hold on."

"Mmmh!" she blinked, seeing a brown-skinned man with no hair.

"Sorry about that, but you've got no business going in there," the man said. "Not unless you really wanna get yourself killed."

"What's going on?" she asked. "I'm...new."

"A guy called The Rhino, he's torturing a guy for information."

"Why would he do that?"

"Because he thinks the guy knows where Spider-Man is."

"Who's Spider-Man?"

"..." The man looked at her like she'd grown a second head. "...Are you an alien?" he finally asked before she tried to run and he stopped her. "Whoa, stop, you're gonna…"

"We have to help him! We can't just stand here."

"Do you have a plan?"

"If we could just distract him...with something he'll want more…" she said. "If we had this Spider-Man, he could…"

"...We don't need him exactly…" he said cryptically "...Distract him, I got an idea...Miss..."

"Spark….s," she filled in, "Tara Sparks. Go do your thing, how much time you need?"

"6 minutes tops," he promised, running off.

* * *

"You got one chance left, after that I'm gonna have to do something we'll really regret, kid," Rhino said with reluctance.

"Oh, you'll regret this all right!" shouted Spider-Man, as he leaped through the window and tackled Rhino, striking with enough force to compel Rhino to let go of Peter.

"What the hell?" Rhino snapped.

"What the hell?" Peter blinked, unable to believe what he was seeing. ' _That's...not me...and that's definitely not Hobie…'_

"Come on, Hornhead, what'cha got, huh?!" Spider-Man taunted, springing at Rhino again. "You gotta beat up some punk kid to get your jollies?"

"Spider-Man?" Rhino blinked. "So you're back."

"Back just for you, Rhino!" Spider-Man called out. "So what do you say? Give it a one-two for old times' sake?"

' _Whoever this guy is, he's gonna get himself killed…'_ Peter said, trying to force himself up. ' _Come on, Spidey powers, fix that useless arm and leg...I know I'm not Logan, but I need some of that magic...'_

Magic did come, all right, in the form of a petite young woman in a white cloak clasped on with an eight-pointed star brooch, underneath which she wore a lavender costume. At the sight of her, "Spider-Man" flickered for a moment, almost becoming insubstantial, and Rhino seemingly punched through him, only to be tapped on the shoulder by the petite young woman. "What the -?" Rhino grunted as he turned around, and then got telekinetically bitch-slapped far, far away. With Rhino apparently out of commission, the cloaked woman moved toward Peter, holding him gently, her hands glowing violet.

"Who . . . who are you?" Peter asked.

"Hey, what are you doing with my brother?" Teresa asked.

"Hey, wait, my arm and leg . . . I think they're not broken anymore," Peter said to her. "Was that you?" he asked the cloaked young woman, who nodded in response as a portal opened behind her. She gently let go of Peter and let herself fall back into the portal.

"Thank you . . ." Peter whispered, and he swore he could hear a voice saying, " _It's you . . . you're the one . . ."_ He then realized something else. ' _What was wrong with Rhino…?'_ he wondered in concern...before seeing the Prowler on the roof. ' _...I'm gonna regret this…'_ he thought, making a hand motion for the masked man to catch...he took a while before nodding. "...Teresa, are you ok?"

"Am I ok? Are you ok?" Teresa asked. "He barely did anything to me." At that, he clenched his fist, barely holding himself back from shouting at her.

"And you're damn lucky, what were you thinking?" he snapped. "He could've popped your head like a balloon and you kick him? Leave the stupidity for menaces like Spider-Man . . . I told you before you and Aunt May are all I have left, are you trying to make me lose you like I already lost Gwen?"

"Peter, Peter, please," Rebecca said, taking his hand and holding it. "She was just scared...she loves you and you know that very well. Think about it . . . you don't want to lose your sister, she doesn't want to lose her brother." She sighed, finding herself slipping into the role of mediator. "She just acted as anyone would, out of love...you don't want to lose that love, do you?"

The two thought about Rebecca's words and let them sink in before sighing.

"...I'm sorry...I...I was just scared," Peter told her.

"So was I, Peter," Teresa admitted.

"See...now go in for the awkward hug," Rebecca insisted with a smile as the two hugged each other.

' _This is awkward on all sorts of levels...but first and foremost...a faker as Spider-Man...that's never a good thing,'_ Peter thought to himself. ' _I'll be seeing Hobie about that soon...but first...the media and police.'_

* * *

"Wong, I'm back," Twilight greeted before seeing a silver man with a silver surfboard, a man with wings on his feet, a giant green man, a man in unkempt clothes and a belt spelling "Cage," and a man with a dragon tattoo. "...Is this a bad time?"

"Ahh, Miss Sparks, these are the Defenders, we'll talk about them later," Wong replied.

"Oh, the ones the doctor has friendship issues with, I'll be glad to assist."

"Another time…" Wong said, escorting Twilight to her room. "Where did you get the new clothes, Madame?"

"I made them," Twilight replied. "Rarity would have done way better, but this was the best I could come up with on short notice. More importantly, I found my element in a youn…"

"I must stop you there."

"Huh...why?"

"If the young man is who the doctor suspects him to be, we would breaking the debts the universe has owed him," he vaguely explained. "Refrain from mentioning his age, looks, and anything about his habits, he has a secret and we've vowed to respect it."

"Well...I think my Element is….inside him."

"I see…" Wong said. "Then this has become more difficult than you suspected, no?"

"Yeah . . ." Twilight admitted. "But I'm gonna find a way. Especially because . . . the pony who stole my Element is right next to him!"

"That does make things more difficult…" a voice said as Doctor Strange came in. "It would appear you require aid, Miss Twilight, I will perform a spell to allow you to send your astral image home so you may seek guidance from your family and friends. Only with your permission, of course."

"..Yes, Doctor Strange, thank you." Twilight smiled. "I trust you, my friend."

Doctor Strange smiled back.

* * *

"What Spider-Man?" Prowler asked in Peter's room.

"So you didn't see anything?" Peter asked.

"No, man, when I got there I saw Rhino acting like he was fighting something," Prowler replied as Peter upgraded his tech.

"So somebody made us all, you excepted, hallucinate Spider-Man," Peter concluded. "Which means they didn't expect outside company...was the Scarlet Witch wannabe with you?"

"I did see a girl and she sounded like she had a plan, I didn't know she was a super," he answered as he jumped into a swivel chair next to Peter's computer and began spinning around in it. "Ah, lucky, though, looks like she fixed whatever the heck big and stupid broke of yours."

"He didn't want to do it, he's in trouble...no...more precisely...his wife must be in trouble."

"Whoa, whoa...back up….someone gets laid by the Rhino?"

"Oksana Sytsevich…" he replied. "A nice lady...very nice. She and Rhino met after he got out of prison and she got fired for being mean to customers, he asked her out to dinner, and I guess Cupid wanted the big lug to be happy." He paused. "Given the look on his face, someone threatened her...or else he'd never come after a kid like Peter Parker."

"So you're saying, someone's got the big guy by the balls, otherwise he wouldn't go that far." Prowler sighed in realization. "Man...your ass is grass."

"Hey...why are you killing me off already?" Peter replied.

"Because...you won't put the mask on...so you're good as dead."

"I won't say that…" he said. "He could've hurt Teresa and no one threatens my family." As he said that, he went into his closet before closing it.

"Heh...whatever, man...look, if you're done with the tune-ups, I got some work to be doing."

"Oh, no, you don't," he said as the door open and he was gone.

"...Uh...buddy...where are you?"

"Well, I said I won't put the mask on...but…" He was then surprised by the shadows moving and putting Prowler in a headlock.

"Well...half-assing it is better than not doing shit…" he grumbled through the lack of air.

" _ **Good boy,"**_ the figure spoke in both Peter's and his sister's voices. " _ **I'm Dusk, nice to meet you."**_

"Dusk...you couldn't think of nothing cooler...come on, man, you watch all them cool cartoons and stuff…" Prowler chuckled, pushing him off. Before noticing he couldn't tell if Dusk was a male or female, "what's going on with you?"

" _ **Dusk will be a crook for hire, no one will know anything about it, Dusk lives in the shadows, Dusk is the shadows and Dusk is for hire."**_

"..." Prowler said nothing as he looked down at his wrist as if looking at a watch. "What...that it?" he asked in a bored tone.

" _ **Dusk is bored with you, so Dusk is asking now….you wanna help me find out who wants Spider-Man or do you want a beating for trespassing?"**_

"Jeez, you're a nerd." Prowler sighed, already climbing out the window. "Hey, you coming or what, Dusky boy?"

" _ **First thing first...I need a superhero to humiliate."**_

"Why?" he asked. "..Wait, you're serious about being a crook?"

" _ **Serious enough,"**_ he replied. " _ **And Dusk knows the perfect guy...Hobie, flip a coin, Human Torch or Iron Man?"**_

"Why stop at one...wouldn't you get more rep...if you stole from both at the same time?" he asked almost giddily. "Just think what all those lowlifes will think of the dude who stole from two different head honcho heroes in one night?"

" _ **Simple, I like the FF except Johnny, and two, Iron Man I need to beat and humiliate even the Kingpin will take notice and that's my in."**_

"Even when being a crook you still think too small." Prowler shrugged his shoulders. "But alright, I get the gist of it well enough. Are you still there...I assume you already left and did it while I was distracted," he taunted before something grabbed him and dragged him off. "I get half of whatever we take."

* * *

"...Man, it's been minutes, but it feels like days since she left…" Rainbow Dash sighed. "I mean, can't we even ca…"

"Hi, girls," Twilight greeted.

"Ahh!" Rainbow freaked. "You were gone a second!" she said as Pinkie tried to hug her and went right through Twilight like a ghost.

"Sorry, this is my astral image." Twilight explained, "Hopefully you're perceiving me as my true self...my perception of you all is a little….different…"

"Oh my gosh! Are you seeing us like some alternate forms of what we normally look like?! Are you in some weird alien world where everything seems so shiny and new, and full of things that walk around on two legs, and they are bald, and wear silly outfits, and some look kind of cool? Ooh-Ooh! Is there this really funny guy in red and black who thinks like me? Is there?! Is there?!" Pinkie spoke all in one breath before she paused and took in a big breath, "Oh, no, wait nevermind that! How are you! Are you okay, did you learn something cool!? Did you get your crown back? The thief, where did they go? Did you make new friends?"

"I made some new friends, and Sunset Shimmer is there, too . . . she doesn't have the crown, but she's close to the one hosting my Element," Twilight replied.

"Hosting?" Celestia inquired.

"I sensed my Element, and when I got closer to it, there was this . . . I'm not sure how to say it without compromising his identity, since one of my new friends may or may not know who he is and is trying his best to keep it secret because 'the universe owes him a debt,'" Twilight explained. "Sunset Shimmer's right next to him, though; she's ingratiated herself into his life and it looks like he trusts her."

"For your Element to do this...he may have great magical potential," Celestia surmised. "Perhaps he's connected to something of great magical ability that made it go to him...this will be difficult...if he trusts her like you say, she might be able to obtain it from him...but only with permission...which means..."

"She needs to become a true friend?" Fluttershy inquired.

"Exactly, Fluttershy," Celestia confirmed with a soft smile. "If the other Elements were near, you may be able to get a better read on it...maybe even get it to come back to you…"

"This may be most perilous, sister," Princess Luna said in concern. "We can't trust an outworlder to hold the Element...what's more, these humans . . . I feel uneasy leaving Twilight Sparkle alone with them."

"Then let me go over!" Discord suggested. "I'll protect our sweet little Twilight Sparkle, and keep those humans in their place! What? I've met humans before. Intriguing bunch they are. Little too heavy on the wars and not enough with the harmony, but that's what makes them so entertaining!"

"..." Everyone looked at him.

"...Luna, I will allow you to go...but you can't use the portal, how will yo…"

"Simple, Twilight Sparkle is sleeping to send her astral image...I need not be in their physical plane."

"...hey, what about us?" Rainbow demanded.

"No, not yet...and not until the situation calls for it...and Discord, definitely not you," Celestia insisted.

"Boo~" Discord pouted.

"...Can we discuss this later I hear something...I might need to wake up…" Twilight said.

"...Yes, Twilight...we'll go into planning, wake up and we'll come up with a plan," Celestia said as the rest of the Mane 6 and Discord got into a debate.

"By the way, where's Spik…" Twilight started before she vanished.

"...Oohhh...I knew we forgot to mention something." Rarity frowned.

"Oh, don't worry, I'll retrieve him," Discord offered.

"No!" they snapped.

* * *

=This is Fact Channel and I'm J. Jonah Jameson= the man on the screen in Twilight's room snapped. =The strange case of the invisible culprit stealing Johnny Storm's car and filling the trunk with Starktech has been going on for hours! Here's Ben Urich on the scene, Ben?=

=Jonah, he's playing nothing but anime music=

=What in God's name is anime?= Jameson demanded.

=Well...it's popular culture among the younger generations...so naturally to you it's an alien concept from the far-off nation of Japan,= the man said in a whimsical and almost jovial tone, as if safely insulting his own boss.

"...What's going on...Wong...Wong?" Twilight called.

* * *

"Dude...please tell me you're seriously driving?" Prowler begged in the passenger seat as the steering wheel moved on its own. "Curve!" he shouted as they just drove over the corner of the sidewalk. "Are you drunk-driving?!" he asked as they crashed into a mailbox. "Dude...did you learn how to drive from Grand Theft Auto...oh, my God, you totally did, didn't you?"

=Someone's been playing Grand Theft Auto= the reporter said on a TV screen on top of a building.

=What...kids these days have made a crime into a game?!=

=No, boss, it's a video...know what...yeah, that's it, exactly.=

"Dude, please turn visible," Prowler begged as he saw the wheel and stick move before the rearview mirror adjusted to show Human Torch and Iron Man coming for them. "Wha!" he panicked, seeing them in the mirror. "Crap! They look pissed, quick, take a left, it's faster!" He grabbed the wheel, making it turn to the left in a swerving out-of-control manner. The Dusk then turned visible and grabbed Prowler by the neck.

" _ **The plan was to humiliate them...and now they're here...take the wheel."**_

"Later!" he said, already climbing out the window before Dusk pulled him back in. "Crap!"

" _ **Take the wheel,"**_ he repeated, leaving the car and getting on the roof. " _ **Hey, heroes, suck it!"**_

"Oh, it's one of those assholes," Torch snarled. "How did he steal from you?"

"His stealth, whatever he's using is insanely good even compared to my armors," Iron Man said. "Come on, let's get our stuff back."

" _ **If you can!"**_ Dusk taunted. " _ **Prowler, head for the wall."**_

"Trust me...I would have done that even without you telling me," Prowler said as he held the now- disconnected steering wheel. "I...I don't even know how…" He tried to jam it back into place.

" _ **Good...Torch, Stark, listen and listen well...I am The Dusk, and nothing is safe from me, spread the word, bitches,"**_ he said as Iron Man flew faster and tried to catch the car while the Torch approached from the other end. Then the car vanished once it passed a large shadow that engulfed the car, causing the two to collide with each other.

"Not...a...word…" Iron Man spoke slowly with a growl.

"That Dusk guy's dead!" the Human Torch snapped.

* * *

=Stark and Johnny Storm are furious, Jonah, and I mean insanely furious, they lost a lot of goods, so many questions but one is here….who is Dusk?= Ben Urich asked as various villains cheered and one made a lot of money tonight, the Trapster, who bet on the newbie.

"...Without Spider-Man this isn't fun anymore...Spidey always beat the new guys…"

"Shut up, ever since Goblin killed him, crime's never been better!"

"You don't know Goblin killed him, all the police found was a left-behind shredded mask."

"Maybe they killed each other!"

" _ **Or maybe Spidey pussed out like a bitch,"**_ Dusk said, appearing between Boomerang, Trapster, and Beetle.

"Oh, shit, where'd you come from?" Boomerang freaked.

" _ **Now let's answer your question...with another question...who wants to buy Johnny Storm's car...and who wants to buy Starktech? Raise your hands."**_

Lots of hands shot up, almost like a salute.

" _ **Then let's start the bidding at 100 dollars...my name is Dusk, nice to be a member of the gang."**_

* * *

Rebecca walked into her home and snarled. "...Amora, are you here?" she demanded in rage. "Your techniques were useless! He still resists me!"

"Of course he does, you silly filly," Amora replied haughtily. "You could get him in an instant if you were willing to take his will entirely, make him naught but your devoted pet, pliant to every one of your desires."

"Don't look down on me, Miss 'I can't even take the god of thun….ack!" she froze as a green chain wrapped around her neck as her partner in crime lifted her glowing hand.

"Watch your tongue," Amora stated coldly. "Or do you want me to show you how ponies are tamed and ridden in this world?"

"Do so and I will never let you obtain the power to control love itself," she snarled. "You need me as much as I need you…"

"Then you will treat me with equal respect," Amora said. "Now what's the boy's name?"

"Peter Parker...he lost his girlfriend in an incident with Spider-Man and the Green Goblin."

"And that's your problem, foolish girl. You're dealing with a man who's given up on love."

"Given up?" Rebecca asked in confusion.

"That girl was the first he ever loved so deeply. Losing her has injured him on a level unreachable by most things that can hurt a mortal or even a god. As such, he has decided to never seek love again, lest he be wounded just as deeply as before. It will most assuredly be difficult to convince him to love again, but not necessarily impossible. What you have to do is make him trust you, and if that first step has been completed, then you must make him rely on you, you must make him believe that the risk of you not being in his life anymore is worse than the risk of not accepting and reciprocating your love."

"There's someone else, though," Rebecca admitted. "From my old world. She was chasing me to regain her Element, and she knows . . . she knows I'm here. She knows I am close to him and that he is hosting her Element."

"Unlike her you have homefield advantage and a head start...unless you'd like me to seduce the boy."

"No!" Rebecca insisted. "He's mine!"

Amora chuckled. "That's the spirit," she said as she patted Rebecca's head. "If he has a broken heart, it will make it difficult for you and the girl, it must be buried under the emotions he's feeling...all you need to do is fill him with the emotions you want and then…"

"I claim my crown and dump him like the useless baggage he is," Rebecca finished with a triumphant grin. "...I have a plan but I need to learn everything about him...he's leaving school now…i need some way to..." She then looked at Amora. "How are you at controlling people?"

"Do you have a plan?" Amora smirked.

"Yes...no one more trusting...than blood." She smirked sinisterly.

* * *

 **Endnotes: The end of the beginning. Twilight Sparkle has arrived in the Marvel Universe, but she's got a lot to learn about it, and it doesn't help that the Princesses of Equestria don't exactly trust the denizens of the MU. Discord isn't helping, either, though he'd like to, and what sort of mayhem would a chaos deity like Discord wreak upon the world of Marvel? You probably don't want to know, but you might find out sooner or later, since Discord has a habit of not doing as he's told . . .**

 **Beyond Discord, Sunset Shimmer has a clear head start on Twilight Sparkle, worming her way into Peter's confidence and family, all in the name of acquiring the Element of Magic bonded to him without his knowledge. How exactly did that happen, and how will it complicate Twilight's efforts to both retrieve her lost Element and save the Marvel world from whatever horrors Sunset will likely inflict upon it once she has its power? And what about Sunset's alliance with Amora, the Enchantress of Asgard? Is Amora the true power behind Sunset, or is there something - or someone - even darker and eviler waiting in the wings for Sunset to deliver Equestria?**

 **Speaking of Peter, it looks like he's starting to have an identity crisis, if you know what I mean. He's not Spider-Man anymore, but does that mean he's not a hero anymore, either? And if so, will a special somepony help him regain that heroic spirit in time to save the worlds of both Marvel and Equestria from the menace of Sunset Shimmer? Why am I even asking all these questions when, as the primary author of this story, I should already know the answers? Because I like making you speculate, that's why!**

 **P.S. Read the Spider-Man original graphic novel "Family Business" by James Robinson and Mark Waid, and illustrated by Gabriele Dell'Otto. It'll let you know all about why a certain character has been incorporated into this story. Until next chapter, people!**


End file.
